Common use of Mergers, Consolidations or Sales Clause in Contracts

Mergers, Consolidations or Sales. No Loan Party nor any of their Restricted Subsidiaries shall enter into any transaction of merger or consolidation, other than (a) as permitted by Section 7.25, or (b) mergers among Loan Parties; provided that, in any merger involving a Borrower, a Borrower must be the surviving entity. No Loan Party nor any of their Restricted Subsidiaries shall transfer, sell, assign, lease, or otherwise dispose of all or any part of its property (including, without limitation, the stock or equity of any Restricted Subsidiary of such Loan Party except as expressly permitted by the immediately preceding sentence), or wind up, liquidate, or dissolve, except: (i) sales of Inventory in the ordinary course of its business; (ii) sales or other dispositions of Equipment in the ordinary course of business that are damaged, worn-out, obsolete, or no longer used or useable by any Loan Party in its respective business; (iii) sales, leases, or other transfers or dispositions among Loan Parties; (iv) the sale, discount, or transfer of delinquent Accounts that are not Eligible Accounts in the ordinary course of business for purposes of collection, so long as no Default or Event of Default exists; (v) Distributions permitted by Section 7.10; (vi) dispositions pursuant to mergers and consolidations permitted by Section 7.9(a); (vii) dispositions in connection with any Restricted Investments permitted by Section 7.10; (viii) leases, subleases, licenses, sublicenses, or transfers of property not constituting Collateral (except for Proprietary Rights) (including the provision of software under an open source license), in each case to Joint Ventures or JV Subsidiaries or otherwise in the ordinary course of business and which do not materially interfere with the business of the Loan Parties or any Restricted Subsidiary, so long as (A) such leases, subleases, licenses or sublicenses, or transfer do not adversely affect the Agent’s enforcement of its rights in any Collateral, or (B) if the property leased, subleased, licensed, sublicensed, or transferred is Proprietary Rights, such Joint Venture, JV Subsidiary, or other Person grants a royalty free license to the Agent to use the Proprietary Rights in connection with the Agent’s enforcement of its rights in any Collateral;

Mergers, Consolidations or Sales. No Except as set forth on Schedule 7.9, but subject to compliance with Section 3.3, none of the Loan Party nor any of their Restricted Subsidiaries Parties shall enter into any transaction of merger merger, reorganization, or consolidation, other than (a) as permitted by Section 7.25, or (b) mergers among Loan Parties; provided that, in any merger involving a Borrower, a Borrower must be the surviving entity. No Loan Party nor any of their Restricted Subsidiaries shall transfer, sell, assign, lease, or otherwise dispose of all or any part of its property (including, without limitation, the stock or equity of any Restricted Subsidiary of such Loan Party except as expressly permitted by the immediately preceding sentence)property, or wind up, liquidate, liquidate or dissolve, except: or agree to do any of the foregoing, except for (ia) sales of Inventory in the ordinary course of its business; , (iib) sales or other dispositions of Equipment in the ordinary course of business that are damaged, worn-out, obsolete, uneconomical or no longer used useable by such Loan Party in its business with an orderly liquidation value not to exceed $6,000,000 in the aggregate or useable $3,000,000 in any Fiscal Year (except as set forth on Schedule 7.9, not less than 75% of which shall be in the form of cash or cash equivalents), (c) transfers and dispositions of current assets (other than Inventory and Accounts) to pay its obligations as they come due in the ordinary course of business, or in connection with any transaction which is permitted by this Agreement, (d) mergers, reorganizations, consolidations, winding ups or liquidations by any Loan Party in its respective business; to, or into, another Loan Party (iiiprovided that the Parent or any other Borrower shall be the survivor of any such merger, reorganization, consolidation winding up or liquidation if it is a party thereto), (e) mergers, reorganizations or consolidations which are Permitted Acquisitions or are not prohibited by this Section 7.9, (f) transfers, sales, leasesassignments, leases or other dispositions of any property by any Loan Party to any other Loan Party, (g) transfers, sales or other dispositions of the Parent's capital stock (or options, warrants or other rights with respect thereto), so long as such transfers, sales or other dispositions do not constitute a Change of Control, (h) issuances of Debt permitted by Section 7.13, (i) transfers and dispositions of claims against third parties which are in dispute, or other where the third party has filed for bankruptcy or reorganization or any similar proceeding, so long as such transfers or and dispositions among Loan Parties; (iv) the sale, discount, or transfer of delinquent Accounts that are not Eligible Accounts in the ordinary course of business for purposes of collectionin collecting or realizing upon such claims, so long as no Default and (j) any Distribution or Event of Default exists; (v) Distributions Restricted Investment permitted by Section 7.10; . Not later than 120 days after each such Equipment sale or disposition, the applicable Loan Party shall either (vii) dispositions pursuant to mergers and consolidations permitted by Section 7.9(a); (vii) dispositions reinvest the Net Cash proceeds of that sale or disposition in connection with any Restricted Investments permitted by Section 7.10; (viii) leases, subleases, licenses, sublicenses, or transfers of property not constituting Collateral (except for Proprietary Rights) (including the provision of software under an open source license), other Equipment usable in each case to Joint Ventures or JV Subsidiaries or otherwise in the ordinary course of its business and which do not materially interfere with the business of the Loan Parties or any Restricted Subsidiary, so long as (A) such leases, subleases, licenses or sublicenses, or transfer do not adversely affect the Agent’s enforcement of its rights in any Collateral, or (Bii) if the property leased, subleased, licensed, sublicensed, or transferred is Proprietary Rights, apply such Joint Venture, JV Subsidiary, or other Person grants a royalty free license Net Cash Proceeds to the Agent to use the Proprietary Rights Loans in connection accordance with the Agent’s enforcement of its rights in any Collateral;Section 3.

Mergers, Consolidations or Sales. No Loan Party nor any of their Restricted Subsidiaries shall enter into any transaction of merger or consolidation, other than (a) as permitted by Section 7.257.26, or (b) mergers among Loan Parties; provided that, in any merger involving a Borrower, a Borrower must be the surviving entity. No Loan Party nor any of their Restricted Subsidiaries shall transfer, sell, assign, lease, or otherwise dispose of all or any part of its property (including, without limitation, the stock or equity of any Restricted Subsidiary of such Loan Party except as expressly permitted by the immediately preceding sentence), or wind up, liquidate, or dissolve, except: (i) sales of Inventory in the ordinary course of its business; (ii) sales or other dispositions of Equipment in the ordinary course of business that are damaged, worn-out, obsolete, or no longer used or useable by any Loan Party in its respective business; (iii) sales, leases, or other transfers or dispositions among Loan Parties; (iv) the sale, discount, or transfer of delinquent Accounts that are not Eligible Accounts in the ordinary course of business for purposes of collection, so long as no Default or Event of Default exists; (v) Distributions permitted by Section Sections 7.10; (vi) dispositions pursuant to mergers and consolidations permitted by Section 7.9(a); (vii) dispositions in connection with any Restricted Investments permitted by Section 7.10; (viii) leases, subleases, licenses, sublicenses, or transfers of property not constituting Collateral (except for Proprietary Rights) (including the provision of software under an open source license), in each case to Joint Ventures or JV Subsidiaries or otherwise in the ordinary course of business and which do not materially interfere with the business of the Loan Parties or any Restricted Subsidiary, so long as (A) such leases, subleases, licenses or sublicenses, or transfer do not adversely affect the Agent’s enforcement of its rights in any Collateral, or (B) if the property leased, subleased, licensed, sublicensed, or transferred is Proprietary Rights, such Joint Venture, JV Subsidiary, or other Person grants a royalty free license to the Agent to use the Proprietary Rights in connection with the Agent’s enforcement of its rights in any Collateral; provided that no Proprietary Rights may be leased, subleased, licensed, sublicensed, or transferred unless both before and after giving effect to such transaction, the (1) Availability is at least $75,000,000 and (2) the Fixed Charge Coverage Ratio is at least 1.0:1.0; (ix) subject to Section 7.6, transfers of property as a result of casualty events; (x) so long as no Default or Event of Default then exists or arises as a result thereof, the wind up, liquidation, or dissolution of any Restricted Subsidiary that is not a Loan Party, unless the assets of the dissolved Loan Party will be transferred to another Loan Party at such dissolution, wind up, or liquidation, if Westlake determines in good faith that such wind up, liquidation or dissolution is in the best interest of Westlake and is not materially disadvantageous to the Lenders; (xi) the issuance of Capital Stock by any Loan Party, or any Restricted Subsidiary thereof, to any Loan Party, to the extent not otherwise prohibited by the terms of this Agreement; (xii) disposition of cash and Cash Equivalents in the ordinary course of business in connection with transactions permitted hereunder; and (xiii) so long as (A) no Default or Event of Default then exists or arises as a result thereof, and (B) any mandatory prepayments required by Section 3.3(a), if any are required, are made, sales of assets not constituting Collateral, other than those in clauses (i) through (xii), for fair value, provided that the Loan Parties or their Restricted Subsidiaries shall receive not less than 75% of the purchase price in cash. All assets purchased with such proceeds shall be free and clear of all Liens, except the Agent’s Liens or other Permitted Liens.

Mergers, Consolidations or Sales. No Loan Party Neither the Borrower nor any of their Restricted Subsidiaries its Subsidiaries, other than Immaterial Subsidiaries, shall enter into any transaction of merger merger, reorganization, or consolidation, other than (a) as permitted by Section 7.25, or (b) mergers among Loan Parties; provided that, in any merger involving a Borrower, a Borrower must be the surviving entity. No Loan Party nor any of their Restricted Subsidiaries shall transfer, sell, assign, lease, or otherwise dispose of all or any part of its property (including, without limitation, the stock or equity of any Restricted Subsidiary of such Loan Party except as expressly permitted by the immediately preceding sentence)property, or wind up, liquidate, liquidate or dissolve, except: or agree to do any of the foregoing, except (ia) for sales of Inventory in the ordinary course of its business; , (iib) for sales or other dispositions of Equipment in the ordinary course of business that are damagedobsolete or no longer useable by Borrower in its business, worn-out(c) sales of investments excluded from the definition of Restricted Investments under clauses (d), obsolete(e), or (f), (g), and (i) thereof, (d) granting easements, rights of way and other rights to use land which shall not have any material adverse effect on the value of the land nor on the operation of the Borrower's business thereat, (e) surrender by the Borrower of leases no longer used or useable usable by any Loan Party in the Borrower for its respective business; , (iiif) sales, leases, or other transfers or dispositions among Loan Parties; (iv) entry by the sale, discount, or transfer of delinquent Accounts that are not Eligible Accounts Borrower into leases in the ordinary course of business as lessor or sublessor for purposes of collection, so long as a term not to exceed five (5) years provided no Default or Event of Default exists; (v) Distributions permitted by Section 7.10; (vi) dispositions pursuant to mergers and consolidations permitted by Section 7.9(a); (vii) dispositions in connection with any Restricted Investments permitted by Section 7.10; (viii) leases, subleases, licenses, sublicenses, or transfers of property not constituting Collateral (except for Proprietary Rights) (including the provision of software under an open source license), in each case to Joint Ventures or JV Subsidiaries or otherwise in the ordinary course of business and which do not materially interfere with the business of the Loan Parties or such leases shall have any Restricted Subsidiary, so long as (A) such leases, subleases, licenses or sublicenses, or transfer do not adversely affect material adverse effect on the Agent’s enforcement of its rights in 's Liens or the Agent's ability to enforce such Liens on any Collateral, and (g) permitting the U.S. Postal Service to occupy part of its property in a manner consistent with past practices. Within 120 days following each such Equipment sale or disposition described in clause (b), the Borrower shall either (i) reinvest the Net Proceeds of that sale or disposition in other Equipment of equal or greater utility and value or (Bii) if the property leasedapply such Net Proceeds in accordance with SECTION 3.5(b). All Equipment purchased with such Net Proceeds shall be free and clear of all Liens, subleased, licensed, sublicensed, or transferred is Proprietary Rights, such Joint Venture, JV Subsidiary, or other Person grants a royalty free license to the Agent to use the Proprietary Rights in connection with the Agent’s enforcement of its rights in except any Collateral;Liens permitted under SECTION 7.18.

Mergers, Consolidations or Sales. No Loan Party nor any of their Restricted Subsidiaries shall enter into any transaction of merger or consolidation, other than (a) as permitted by Section 7.25, 7.25 or in the last paragraph of this Section 7.9 or (b) mergers among Loan Parties; provided that, in any merger involving a Borrower, a Borrower must be the surviving entity. No Loan Party nor any of their Restricted Subsidiaries shall transfer, sell, assign, lease, or otherwise dispose of all or any part of its property (including, without limitation, the stock or equity of any Restricted Subsidiary of such Loan Party except as expressly permitted by the immediately preceding sentence), or wind up, liquidate, or dissolve, except: (i) sales of Inventory in the ordinary course of its business; (ii) sales or other dispositions of Equipment in the ordinary course of business that are damaged, worn-out, obsolete, or no longer used or useable by any Loan Party in its respective business; (iii) sales, leases, or other transfers or dispositions among the Loan Parties, or sales, leases, or other transfers or dispositions of any property not constituting Collateral among Loan Parties and the Restricted Subsidiaries to the extent not otherwise prohibited by the terms of this Agreement; (iv) the sale, discount, or transfer of delinquent Accounts that are not Eligible Accounts in the ordinary course of business for purposes of collection, so long as no Default or Event of Default exists; (v) Distributions permitted by Section 7.10; (vi) dispositions pursuant to mergers and consolidations permitted by Section 7.9(a); (vii) dispositions in connection with any Restricted Investments permitted by Section 7.10; (viii) leases, subleases, licenses, sublicenses, or transfers of property not constituting Collateral (except for Proprietary Rights) (including the provision of software under an open source license), in each case to Joint Ventures or JV Subsidiaries or otherwise in the ordinary course of business and which do not materially interfere with the business of the Loan Parties or any Restricted Subsidiary, so long as (A) such leases, subleases, licenses or sublicenses, or transfer do not adversely affect the Agent’s enforcement of its rights in any Collateral, or (B) if the property leased, subleased, licensed, sublicensed, or transferred is Proprietary Rights, such Joint Venture, JV Subsidiary, or other Person grants a royalty free license to the Agent to use the Proprietary Rights in connection with the Agent’s enforcement of its rights in any Collateral; (ix) subject to Section 7.6, transfers of property as a result of casualty events; (x) so long as no Default or Event of Default then exists or arises as a result thereof, the wind up, liquidation, or dissolution of any Restricted Subsidiary, provided that if such Restricted Subsidiary is a Loan Party the assets of the dissolved Restricted Subsidiary will be transferred to another Loan Party at such dissolution, wind up, or liquidation, and provided further that Westlake determines in good faith that such wind up, liquidation or dissolution is in the best interest of Westlake and is not materially disadvantageous to the Lenders; (xi) the issuance of Capital Stock by any Loan Party, or any Restricted Subsidiary thereof, to any Loan Party or any Restricted Subsidiary, to the extent not otherwise prohibited by the terms of this Agreement; (xii) dispositions of cash and Cash Equivalents, and dispositions of assets in securities, brokerage and commodity accounts, each in the ordinary course of business in connection with transactions permitted hereunder; (xiii) dispositions in connection with any sale and leaseback transaction permitted by Section 7.18; (xiv) so long as (A) no Default or Event of Default then exists or arises as a result thereof, and (B) any mandatory prepayments required by Section 3.3(a), if any are required, are made, sales of assets not constituting Collateral and the issuance and sale of Capital Stock in Restricted Subsidiaries , other than those in clauses (i) through (xiii), for fair value, provided that (x) the Loan Parties or their Restricted Subsidiaries shall receive not less than 75% of the purchase price in the form of Permitted Consideration and (y) if the issuance and sale of the Capital Stock in any Restricted Subsidiary would result in such Restricted Subsidiaries becoming an Unrestricted Subsidiary, such Restricted Subsidiary shall have been designated as an Unrestricted Subsidiary in accordance with Section 7.28 prior to or concurrently with the issuance and sale of such Capital Stock. All assets purchased with such proceeds shall be free and clear of all Liens, except the Agent’s Liens or other Permitted Liens; (xv) dispositions in connection with transactions excluded from the definition of Restricted Investment; (xvi) the issuance of Capital Stock by Westlake Chemical OpCo LP and Westlake Chemical OpCo GP LLC to Westlake Chemical Partners LP; (xvii) the transfer by WPT LLC of Capital Stock of Westlake Chemical OpCo LP and Westlake Chemical OpCo GP LLC to Westlake Chemical Partners LP; (xviii) the transfer of additional limited partnership interests in Westlake Chemical OpCo LP to Westlake Chemical Partners LP; and (xix) any sale or other disposition of Capital Stock in, or incurrence of Debt by, an Unrestricted Subsidiary.